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8-KThe WireRoutine

Shareholder Vote

Filed May 7, 2025 · 1y ago · Accession 0001140361-25-017716

Plain English

Material event — a significant development the company must disclose promptly.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 1, 2025 INTERNATIONAL FLAVORS & FRAGRANCES INC . (Exact Name of Registrant as Specified in its Charter) New York   1-4858   13-1432060 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.) 521 West 57th Street New York , New York   10019     200 Powder Mill Road Wilmington , Delaware   19803 (Address of Principal Executive Offices)   (Zip Code) Registrant’s telephone number, including area code: ( 212 ) 765-5500 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value 12 1/2¢ per share   IFF   New York Stock Exchange 1.800% Senior Notes due 2026   IFF 26   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. On May 1, 2025, International Flavors & Fragrances Inc. (the “Company”) held its Annual Meeting of Shareholders. At the Annual Meeting, (i) ten individuals were elected to serve as directors of the Company; (ii) the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 was ratified; and (iii) the compensation of the Company’s named executive officers was approved in an advisory vote. Each of these proposals is described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 18, 2025 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below. The individuals elected to the Company’s Board of Directors for terms expiring at the Annual Meeting in 2026, as well as the number of votes cast for, votes cast against, abstentions and broker non-votes with respect to each of these individuals are set forth below:     For     Against     Abstain     Broker Non-Votes   Kathryn J. Boor     217,838,219       3,685,078       216,749       9,674,110   Mark J. Costa     217,680,374       3,984,821       74,851       9,674,110   John F. Ferraro     209,404,772       12,259,870       75,404       9,674,110   J. Erik Fyrwald     221,339,603       325,862       74,581       9,674,110   Vincent J. Intrieri     215,147,409       6,516,464       76,173       9,674,110   Cynthia T. Jamison     212,641,881       9,025,885       72,280       9,674,110   Mehmood Khan     221,375,416       294,984       69,646       9,674,110   Kevin O’Byrne     219,745,475       1,927,374       67,197       9,674,110   Margarita Paláu-Hernández     220,520,774       1,155,236       64,036       9,674,110   Dawn C. Willoughby     211,260,009       10,329,707       150,330       9,674,110   The proposal to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2025 received the following votes: For   Against   Abstain 212,026,858   19,312,560   74,738 The advisory proposal to approve the compensation paid to the Company’s named executive officers in 2024, as disclosed in the Proxy Statement, received the following votes: For   Against   Abstain   Broker Non-Votes 187,853,527   33,680,007   206,512   9,674,110 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.     INTERNATIONAL FLAVORS & FRAGRANCES INC.     By:   /s/ Jennifer Johnson Name:   Jennifer Johnson Title:   Executive Vice President, General Counsel and Corporate Secretary Date: May 7, 2025
Filing details
Ticker
IFF
CIK
51253
Form type
8-K
Filing date
May 7, 2025
Report date
May 1, 2025
Document
ef20048595_8k.htm
Size
241 KB